QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 3, 2011

OR

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number 1-15295

TELEDYNE TECHNOLOGIES INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware

25-1843385

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification Number)

1049 Camino Dos Rios

Thousand Oaks, California

91360-2362

(Address of principal executive offices)

(Zip Code)

(805) 373-4545
(Registrants telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate website, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).

Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):

Large accelerated filer þ

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).

Yes o No þ

Indicate the number of shares outstanding of each of the issuers classes of common stock, as
of the latest practicable date.

The accompanying unaudited condensed consolidated financial statements have been prepared by
Teledyne Technologies Incorporated (Teledyne Technologies or the Company) pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain information and disclosures
normally included in notes to consolidated financial statements have been condensed or omitted
pursuant to such rules and regulations, but resultant disclosures are in accordance with
accounting principles generally accepted in the United States as they apply to interim
reporting. The condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements and the notes thereto in Teledyne Technologies Annual
Report on Form 10-K for the fiscal year ended January 2, 2011 (2010 Form 10-K).

In the opinion of Teledyne Technologies management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments (consisting of normal recurring
adjustments) necessary to present fairly, in all material respects, Teledyne Technologies
consolidated financial position as of April 3, 2011 and the consolidated results of operations
and cash flows for the three months then ended. The results of operations and cash flows for
the period ended April 3, 2011 are not necessarily indicative of the results of operations or
cash flows to be expected for any subsequent quarter or the full fiscal year.

The DALSA and Optimum acquisitions are part of the Digital Imaging segment. The Gavia
acquisition is part of the Instrumentation segment. Intelek is part of the Aerospace and
Defense Electronics segment, except for the CML division of Intelek which is part of the
Engineered Systems segment.

2)

The purchase price represents the contractual consideration for the acquired business, net
of cash acquired, including certain acquisition transaction costs.

On March 31, 2011, we acquired a 19% interest in Optech Incorporated (Optech) for $18.9
million in cash. Optech is a laser-based survey and digital imaging company. In March 2010,
we acquired a 16.3% interest in Optical Alchemy, Inc. (Optical Alchemy), a designer and
manufacturer of ultra-light electro optical gimbal system for $4.5 million.

Teledyne Technologies funded the purchases primarily from borrowings under its credit
facility and cash on hand.

DALSAs results have been included since the date of the acquisition. The unaudited pro forma
information below assumes that DALSA had been acquired at the beginning of the 2011 and 2010
fiscal years and includes the effect of estimated amortization of acquired identifiable
intangible assets, increased interest expense on net acquisition debt, as well as the impact of
purchase accounting adjustments for certain liabilities and inventory valuation adjustments.
This unaudited pro forma financial information is presented for informational purposes only and
is not necessarily indicative of the results of operations that actually would have resulted
had the acquisition been in effect at the beginning of the periods presented. In addition, the
unaudited pro forma results are not intended to be a projection of future results
and
do not reflect any operating efficiencies or cost savings that might be achievable.

First Quarter

(unaudited - in millions, except per share amounts)

2011

2010

Net sales

$

492.2

$

453.3

Net income from continuing operations

$

23.9

$

22.2

Net income attributable to Teledyne Technologies

$

23.4

$

22.2

Basic earnings per common share  continuing operations

$

0.65

$

0.61

Basic earnings per common share  attributable to
Teledyne Technologies

$

0.64

$

0.61

Diluted earnings per common share  continuing operations

$

0.64

$

0.60

Diluted earnings per common share attributable to
Teledyne Technologies

$

0.63

$

0.60

(a)

The above unaudited proforma information is
presented for the DALSA acquisition as it is considered a material
acquisition.

Teledyne Technologies goodwill was
$723.0 million at April 3, 2011 and $546.3 million at
January 2, 2011. The increase in the balance of goodwill in 2011 primarily resulted from the
acquisition of DALSA. Teledyne Technologies net acquired intangible assets were $204.8
million at April 3, 2011 and $113.9 million at
January 2, 2011. The increase in the balance of
acquired intangible assets in 2011 primarily resulted from the acquisition of DALSA. The
Companys cost to acquire DALSA has been allocated to the assets acquired and liabilities
assumed based upon their respective fair values as of the
date of the completion of the acquisition. The differences between the fair value of the
consideration paid and the estimated fair value of the assets and liabilities acquired has been
recorded as goodwill. The Company is still in the process of
specifically identifying the amount to be assigned to certain
liabilities and the related impact on taxes and goodwill for the
DALSA acquisition. The Company made preliminary estimates as of April
3, 2011, since there was insufficient time between the acquisition
date and the end of the period to finalize the analysis.

The following is a summary at the acquisition date of the estimated fair values allocated to
the assets acquired and liabilities assumed for the acquisitions made during fiscal 2011 (in
millions):

Current assets

$

98.6

Property, plant and equipment

53.3

Goodwill

170.7

Acquired intangible assets

93.5

Current liabilities

(33.1

)

Long-term liabilities

(38.4

)

Total net assets acquired

$

344.6

Note 3. Comprehensive Income

Teledyne Technologies comprehensive income is comprised of net income attributable to common
stockholders, minimum pension liability adjustments, unamortized interest rate swap gain and
foreign currency translation adjustments. Teledyne Technologies total comprehensive income
for the first quarter of 2011 and 2010 consists of the following (in millions):

Noncontrolling interest in subsidiaries earnings in
both the first quarter of 2011 and 2010 was less than $0.1 million
for both periods.

Note 4. Derivative Instruments

Teledyne Technologies transacts business in various foreign currencies and has international
sales and expenses denominated in foreign currencies, subjecting the Company to foreign
currency risk. The Companys primary objective is to protect the United States dollar value of
future cash flows and minimize the volatility of reported earnings. Due to the February 2011
acquisition of DALSA, the Company began to utilize foreign currency forward contracts to reduce
the volatility of cash flows primarily related to forecasted revenue and expenses denominated
in Canadian dollars. In addition, from time to time, the Company may utilize foreign currency
forward contracts to mitigate foreign exchange rate risk associated with
foreign-currency-denominated monetary assets and liabilities, including intercompany
receivables and payables. The gains and losses on these derivatives are intended to, at a
minimum, partially offset the transaction gains and losses recognized in earnings. Under ASC
815, Derivatives and Hedging, all derivatives are recorded on the balance sheet at fair value.
As discussed below, the accounting for gains and losses resulting from changes in fair value
depends on the use of the derivative and whether it is designated and qualifies for hedge
accounting. Teledyne Technologies does not use foreign currency forward contracts for
speculative or trading purposes.

Cash Flow Hedging Activities

In February 2011, Teledyne Technologies began utilizing foreign currency forward contracts
which were designated and qualify as cash flow hedges. The effectiveness of the cash flow hedge
contracts, excluding time value, is assessed prospectively and retrospectively on a monthly
basis using regression analysis, as well as using other timing and probability criteria. To
receive hedge accounting treatment, all hedging relationships are formally documented at the
inception of the hedges and must be highly effective in offsetting changes to future cash flows
on hedged transactions. The effective portion of the cash flow hedge contracts gains or losses
resulting from changes in the fair value of these hedges is initially reported, net of tax, as
a component of accumulated other comprehensive income in stockholders equity until the
underlying hedged item is reflected in our consolidated statements of income, at which time the
effective amount in accumulated other comprehensive income is reclassified to cost of sales in
our consolidated statements of income. The Company expects to reclassify a gain of
approximately $0.3 million over the next twelve months.

In the event that the gains or losses in accumulated other comprehensive income are deemed to
be ineffective, the ineffective portion of gains or losses resulting from changes in fair
value, if any, is reclassified to interest and other income and expense. In the event that the
underlying forecasted transactions do not occur, or it becomes remote that they will occur,
within the defined hedge period, the gains or losses on the related cash flow hedges will be
reclassified from accumulated other comprehensive income to interest and other income and
expense. During the current reporting period, all forecasted transactions occurred and,
therefore, there were no such gains or losses reclassified into interest and other income and
expense. As of April 3, 2011, Teledyne Technologies had foreign currency forward contracts
to buy Canadian dollars and to sell U.S. dollars totaling $47.3 million and these contracts had a fair value of $0.3 million on that date.
These foreign currency forward contracts have maturities ranging from April 2011 to February
2012. As of January 2, 2011, we had no foreign currency forward contracts outstanding.

The effect of the gains and losses from our foreign currency forward contracts in our income
statement for the three months ended April 3, 2011 was immaterial.

(in millions)

First Quarter 2011

Beginning balance of unrealized gain on derivative instruments

$



Change in unrealized gain on derivative instruments

0.3

Ending balance of unrealized gain on derivative instruments

$

0.3

The fair values of the Companys derivative financial instruments are presented below. All fair
values for these derivatives were measured using Level 2 information as defined by the
accounting standard hierarchy (in millions):

April 3,

Asset derivatives

Balance sheet location

2011

Derivatives designated as hedging instruments:

Cash flow forward contracts

Other current assets

$

0.3

Total derivatives designated as hedging instruments:

0.3

Derivatives not designated as hedging instruments:

Non-designated forward contracts

Other current assets



Total derivatives not designated as hedging instruments:



Total asset derivatives

$

0.3

Note 5. Earnings Per Share

Basic and diluted earnings per share were computed based on net earnings. The weighted average
number of common shares outstanding during the period was used in the calculation of basic
earnings per share. This number of shares was increased by contingent shares that could be
issued under various compensation plans as well as by the dilutive effect of stock options
based on the treasury stock method in the calculation of diluted earnings per share.

The following table sets forth the computations of basic and diluted earnings per share
(amounts in millions, except per share data):

First

First

Quarter

Quarter

2011

2010

Net income from continuing operations

$

32.5

$

25.0

Loss from discontinued operations, net of income taxes

(0.5

)



Net income
attributable to Teledyne Technologies (a)

$

32.0

$

25.0

Basic earnings per share:

Weighted average common shares outstanding

36.5

36.2

Basic earnings per common share

 Continuing operations

$

0.89

$

0.69

 Discontinued operations

(0.01

)



Basic earnings per common share

$

0.88

$

0.69

Diluted earnings per share

Weighted average common shares outstanding

36.5

36.2

Diluted effect of contingently issuable shares

0.7

0.6

Weighted average common shares outstanding

37.2

36.8

Diluted earnings per common share

 Continuing operations

$

0.87

$

0.68

 Discontinued operations

(0.01

)



Diluted earnings per common share

$

0.86

$

0.68

(a)

Noncontrolling interest in subsidiaries earnings in
both the first quarter of 2011 and 2010 was less than $0.1 million
for both periods.

Note 6. Stock-Based Compensation Plans

Teledyne Technologies has long-term incentive plans pursuant to which it has granted
non-qualified stock options, restricted stock and performance shares to certain employees. The
Company also has non-employee director stock compensation plans, pursuant to which
non-qualified stock options and common stock have been issued to its directors.

Stock Incentive Plan

The following disclosures are based on stock options granted to Teledyne Technologies
employees and directors. The Company recorded a total of $1.4 million and $1.3 million in
stock option compensation expense for the first quarter of 2011 and 2010, respectively.
Employee stock option grants are expensed evenly over the three year vesting period. In 2011,
the Company currently expects approximately $5.8 million in stock option compensation expense
based on stock options already granted and current assumptions regarding the estimated fair
value of stock option grants expected to be issued during the remainder of the year. However,
our assessment of the estimated compensation expense will be affected by our stock price and
actual stock option grants during the remainder of the year as well as assumptions regarding a
number of complex and subjective variables and the related tax impact. These variables
include, but are not limited to, the volatility of our stock price and employee stock option
exercise behaviors. The Company issues shares of common stock upon the exercise of stock
options.

The Company uses a combination of its historical stock price volatility and the volatility of
exchange traded options, if any, on the Company stock to compute the expected volatility for
purposes of valuing stock options issued. The period used for the historical stock price
corresponded to the expected term of the options and was six years. The period used for the
exchange traded options, if any, included the longest-dated options publicly available,
generally three months. The expected dividend yield is based on Teledynes practice of not
paying dividends. The risk-free rate of return is based on the yield of U. S. Treasury Strips
with terms equal to the expected life of the options as of the grant date. The expected life
in years is based on

historical actual stock option exercise experience. The following assumptions were used in the
valuation of stock options granted in 2011 and 2010:

2011

2010

Expected dividend yield





Expected volatility

36.8

%

35.3

%

Risk-free interest rate

2.1

%

2.4

%

Expected life in years

6.2

6.0

Based on the assumptions in the table above, the grant date fair value of stock options granted
in 2011 and 2010 was $18.81 and $16.44, respectively.

Stock option transactions for Teledyne Technologies employee stock option plans for the first
quarter ended April 3, 2011 are summarized as follows:

Weighted

Average

Exercise

Shares

Price

Beginning balance

2,456,296

$

33.07

Granted

497,138

$

47.33

Exercised

(223,136

)

$

23.45

Canceled or expired

(12,892

)

$

33.10

Ending balance

2,717,406

$

36.48

Options exercisable at quarter-end

1,946,700

$

32.91

Stock option transactions for Teledyne Technologies non-employee director stock option plan
for the first quarter ended April 3, 2011 are summarized as follows:

Weighted

Average

Exercise

Shares

Price

Beginning balance

440,825

$

28.23

Granted

5,227

$

30.42

Exercised

(34,673

)

$

13.33

Ending balance

411,379

$

29.51

Options exercisable at quarter-end

368,816

$

28.35

Performance Share Plan and Restricted Stock Award Program

In February 2011, Teledyne issued 47,589 shares of common stock in connection with the third
and final installment of the 2006 to 2008 Performance Share Plan
performance period. Also in February 2011, the
restriction was removed for 22,633 shares of Teledyne common stock and 5,280 shares were
forfeited related to the 2008 to 2010 Restricted Stock performance period.

Note 7. Cash Equivalents

Cash equivalents consist of highly liquid money-market mutual funds and bank deposits with
maturities of three months or less when purchased. Cash equivalents totaled $1.7 million at
April 3, 2011 and $61.8 million at January 2, 2011.

Inventories are stated at the lower of cost or market, less progress payments. Inventories are
valued under the LIFO method, FIFO method and average cost method. Interim LIFO calculations
are based on the Companys estimates of expected year-end inventory levels and costs since an
actual valuation of inventory under the LIFO method can be made only at the end of each year
based on the inventory levels and costs at that time. Because these are subject to many
factors beyond the Companys control, interim results are subject to the final year-end LIFO
inventory valuation. Inventories consist of the following (in millions):

Balance at

April 3, 2011

January 2, 2011

Raw materials and supplies

$

106.3

$

90.6

Work in process

118.0

97.8

Finished goods

23.9

18.3

248.2

206.7

Progress payments

(17.1

)

(17.9

)

LIFO reserve

(16.3

)

(16.5

)

Total inventories, net

$

214.8

$

172.3

Inventories at cost determined on the LIFO method were $101.6 million at April 3, 2011 and
$98.9 million at January 2, 2011. The remainder of the inventories using average cost or the
FIFO methods, were $146.6 million at April 3, 2011 and $107.8 million at January 2, 2011.

Note 9. Supplemental Balance Sheet Information

Other long-term assets included amounts related to a deferred compensation plan of $34.3
million and $31.9 million at April 3, 2011 and January 2, 2011, respectively. Accrued
liabilities included salaries and wages and other related compensation liabilities of $67.5
million and $87.2 million at April 3, 2011 and January 2, 2011, respectively. Accrued
liabilities also included customer related deposits and credits of $42.4 million and $28.6
million at April 3, 2011 and January 2, 2011, respectively. Other long-term liabilities
included amounts related to a deferred compensation plan of $34.3 million and $31.9 million at
April 3, 2011 and January 2, 2011, respectively. Other long-term liabilities also included
reserves for workers compensation, environmental liabilities and the long-term portion of
compensation liabilities.

Some of the Companys products are subject to specified warranties and the Company provides for
the estimated cost of product warranties. The adequacy of the pre-existing warranty
liabilities is assessed regularly and the reserve is adjusted as necessary based on a review of
historic warranty experience with respect to the applicable business or products, as well as
the length and actual terms of the warranties, which are typically one year. The product
warranty reserve is included in current and long term accrued liabilities on the balance sheet.
Changes in the Companys product warranty reserve during the first quarter of 2011 and 2010
are as follows (in millions):

The Companys effective income tax rate for the first quarter of 2011 was 35.0% compared with
37.0% for the first quarter 2010. The decrease primarily reflected a change in the proportion
of domestic and international income.

Except for claims for refunds related to credits for research and development activities, the
Company has concluded all U.S. federal and California income tax matters for all years through
2006. Substantially all other material state, local and foreign income tax matters have been
concluded for DALSA and its subsidiaries for years through 2002, and for other Teledyne
Technologies companies for years through 2005. Subsidiaries in Canada are under audit for 2006
through 2009. The Company believes appropriate provisions for all outstanding issues have been
made for all jurisdictions and all open years.

Unrecognized tax benefits increased by
$6.4 million in connection with the DALSA acquisition. Interest
on those uncertain benefits in the amount of $4.2 million was
recognized in the statement of financial position.
During the next twelve months, it is reasonably possible that
unrecognized tax benefits could be reduced by $4.6
million, either because our tax positions are sustained on audit, because the Company agrees to
their disallowance, or the expiration of the statute of limitations.

The Companys intention is to permanently reinvest the earnings of its subsidiaries in Canada
and The Netherlands, thereby indefinitely postponing their remittance of any earnings to the
United States.

Note 11. Long-Term Debt and Capital Leases

On February 25, 2011, Teledyne refinanced the then existing $590.0 million credit facility by
terminating the facility and entering into a new facility that has lender commitments totaling
$550.0 million. The new facility has a termination date of February 25, 2016. The new
facility requires the Company to comply with various financial and operating covenants,
including maintaining certain consolidated leverage and interest coverage ratios. Excluding
interest and fees, no payments are due under the $550.0 million facility until it matures.
Borrowings under our credit facility are at variable rates which are, at our option, tied to a
Eurocurrency rate equal to LIBOR (London Interbank Offered Rate) plus an applicable rate or a
base rate as defined in our credit agreement. Eurocurrency rate loans may be denominated in
U.S. dollars or an alternative currency as defined in the agreement. Eurocurrency or LIBOR
based loans under the facility typically have terms of one, two, three or six months and the
interest rate for each such loan is subject to change if the loan is continued or converted
following the applicable maturity date. Base rate loans have interest rates that primarily
fluctuate with changes in the prime rate. Interest rates are also subject to change based on
our consolidated leverage ratio as defined in the credit agreement. The credit agreement also
provides for facility fees that vary between 0.20% and 0.45% of the credit line, depending on
our consolidated leverage ratio as calculated from time to time.

Available borrowing capacity under the $550.0 million credit facility, which is reduced by
borrowings and outstanding letters of credit, was $227.4 million at April 3, 2011. The credit
agreement requires the Company to comply with various financial and operating covenants and at
April 3, 2011, the Company was in compliance with these covenants. Teledyne also has a $5.0
million uncommitted credit line which permits credit extensions up to $5.0 million plus an
incremental $2.0 million solely for standby letters of credit. This credit line is utilized, as
needed, for periodic cash needs.

The Company is subject to federal, state and local environmental laws and regulations which
require that it investigate and remediate the effects of the release or disposal of materials
at sites associated with past and present operations, including sites at which the Company has
been identified as a potentially responsible party under the federal Superfund laws and
comparable state laws.

In accordance with the Companys accounting policy disclosed in Note 2 to the consolidated
financial statements in the 2010 Form 10-K, environmental liabilities are recorded when the
Companys liability is probable and the costs are reasonably estimable. In many cases,
however, investigations are not yet at a stage where the Company has been able to determine
whether it is liable or, if liability is probable, to reasonably estimate the loss or range of
loss, or certain components thereof. Estimates of the Companys liability are subject to
uncertainties as described in Note 15 to the consolidated financial statements in the 2010 Form 10-K. As investigation and remediation of these sites proceeds, it is likely that adjustments
in the Companys accruals will be necessary to reflect new information. The amounts of any
such adjustments could have a material adverse effect on the Companys results of operations in
a given period, but the amounts, and the possible range of loss in excess of the amounts
accrued, are not reasonably estimable. Based on currently available information, management
does not believe that future environmental costs in excess of those accrued, with respect to
sites with which the Company has been identified, are likely to have a material adverse effect
on the Companys financial condition or results of operations. The Company cannot provide
assurance that additional future developments, administrative actions or liabilities relating
to environmental matters will not have a material adverse effect on the Companys financial
condition or results of operations.

At April 3, 2011, the Companys reserves for environmental remediation obligations totaled $5.9
million, of which $0.3 million is included in current accrued liabilities. The Company
periodically evaluates whether it may be able to recover a portion of future costs for
environmental liabilities from its insurance carriers and from third parties. The timing of
expenditures depends on a number of factors that vary by site, including the nature and extent
of contamination, the number of potentially responsible parties, the timing of regulatory
approvals, the complexity of the investigation and remediation, and the standards for
remediation. The Company expects that it will expend present accruals over many years, and
will complete remediation of all sites with which it has been identified in up to 30 years.

Various claims (whether based on U.S. Government or Company audits and investigations or
otherwise) may be asserted against the Company related to its U.S. Government contract work,
including claims based on business practices and cost classifications and actions under the
False Claims Act. Although such claims are generally resolved by detailed fact-finding and
negotiation, on those occasions when they are not so resolved, civil or criminal legal or
administrative proceedings may ensue. Depending on the circumstances and the outcome, such
proceedings could result in fines, penalties, compensatory and treble damages or the
cancellation or suspension of payments under one or more U.S. Government contracts. Under
government regulations, a company, or one or more of its operating divisions or units, can also
be suspended or debarred from government contracts based on the results of investigations.
Although the outcome of these matters

cannot be predicted with certainty, management does not believe there is any audit, review or
investigation currently pending against the Company, of which management is aware, that is
likely to result in suspension or debarment of the Company, or that is otherwise likely to have
a material adverse effect on the Companys financial condition. The resolution in any
reporting period of one or more of these matters could, however, have a material adverse effect
on the Companys results of operations for that period.

A number of other lawsuits, claims and proceedings have been or may be asserted against the
Company, including those pertaining to product liability, patent infringement, commercial
contracts, employment and employee benefits. While the outcome of litigation cannot be
predicted with certainty, and some of these lawsuits, claims or proceedings may be determined
adversely to the Company, management does not believe that the disposition of any such pending
matters is likely to have a material adverse effect on the Companys financial condition. The
resolution in any reporting period of one or more of these matters could have a material
adverse effect on the Companys results of operations for that period. Teledyne Technologies
has aircraft and product liability insurance with an annual self-insured retention for general
aviation aircraft liabilities incurred in connection with products manufactured by Teledyne
Continental Motors of $5.0 million for its current aircraft product liability insurance
policies which expire on May 31, 2011. At April 3, 2011, the Companys reserves for aircraft
product liabilities totaled $47.3 million which is included in liabilities of discontinued
operation held for sale. The reserve is developed based on several factors, including the
number and nature of claims, the level of annual self-insurance retentions, historic payments
and consultations with our insurers and outside counsel, all of which are used as a basis for
estimating future losses. On April 19, 2011, Teledyne Technologies completed the sale of its
piston engines businesses for $186.0 million in cash, prior to customary working capital
adjustments.

In March 2009, Cold Creek Enterprises, Inc. and Bob DaSilva commenced a lawsuit against DALSA
Corporation and certain related entities in the Ontario Superior Court of Justice. The claims
originate from the interest of Mr. DaSilvas company in DALSA Digital Camera Inc., a joint
venture entered into in November 2004 and a discontinued
business of DALSA since the third quarter of 2008. The lawsuit
seeks various forms of relief, including damages in excess of CAD
$20.0 million. The lawsuit is being vigorously defended, and a counterclaim has been filed against the plaintiff.

Note 13. Pension Plans and Postretirement Benefits

Teledyne Technologies has a defined benefit pension plan covering substantially all U.S.
employees hired before January 1, 2004. The Companys assumed discount rate on plan
liabilities is 5.9% for 2011 and 6.25% for 2010. The Companys assumed long-term rate of
return on plan assets is 8.25% for both 2011 and 2010.

Teledyne Technologies net periodic pension expense was $2.8 million for the first quarter of
2011, compared with net periodic pension expense of $1.2 million for the first quarter of 2010.
Pension expense allocated to contracts pursuant to U.S. Government Cost Accounting Standards
(CAS) was $3.0 million for the first quarter of 2011, compared with $2.4 million for the
first quarter of 2010. Pension expense determined under CAS can generally be recovered through
the pricing of products and services sold to the U.S. Government. The increase in 2011 pension
expense reflects the impact of a reduction in the discount rate used to calculate pension
liabilities, partially offset by favorable returns on pension assets in 2010. Teledyne made a
voluntary $37.0 million cash pension contribution to its qualified pension plan in the first
quarter of 2011, compared with no contribution to the qualified pension plan in the first
quarter of 2010. In the second quarter of 2011, Teledyne made a voluntary cash contribution to
its qualified pension plan of $32.0 million.

In connection with the acquisition of Intelek, the Company assumed responsibility for a defined
benefit pension plan based in the United Kingdom covering certain employees of Intelek. The
plan was closed to new members in January 2000 and ceased further service accruals to members
in September 2002. In the first quarter of 2011, the Company recorded less than $0.1 million in
expense related to the plan.

The Company sponsors several postretirement defined benefit plans that provide health care and
life insurance benefits for certain eligible retirees.

The following tables set forth the components of net periodic pension benefit expense for
Teledyne Technologies defined benefit pension plans and postretirement benefit plans for the
first quarter of 2011 and 2010 (in millions):

Teledyne is a leading provider of sophisticated instrumentation, digital imaging products and
software, aerospace and defense electronics, and engineered systems. Our customers include
government agencies, aerospace prime contractors, energy exploration and production companies,
major industrial companies and airlines.

In the
fourth quarter of 2010, the Company realigned and changed
the reporting structure of some of its
reportable business units. The former Electronics and Communications segment is now reporting
as three segments: Instrumentation; Digital Imaging; and Aerospace and Defense Electronics. The
businesses that comprised the Energy and Power Systems segment are now reported as part of the
Aerospace and Defense Electronics and the Engineered Systems segments. The battery products
business, with revenues of $15.5 million in 2010, is now part of the Aerospace and Defense
Electronics segment, and the energy systems and the turbine engine businesses, with combined
revenues of $53.9 million in 2010, are now part of the Engineered Systems segment. Previously
reported segment data has been restated to reflect this realignment and structure and the
classification of the former Aerospace Engines and Components segment as a
discontinued operation (see also Note 15).

The Company has four reportable segments: Instrumentation; Digital Imaging; Aerospace and
Defense Electronics; and Engineered Systems. The Company manages, evaluates and aggregates its
operating segments for segment reporting purposes primarily on the basis of product and service
type, production process, distribution methods, type of customer, management organization,
sales growth potential and long-term profitability. The Instrumentation segment provides
monitoring and control instruments for marine, environmental, scientific, industrial and
defense applications and harsh environmental interconnect products. The Digital Imaging segment
includes our sponsored and centralized research laboratories benefiting government programs and
businesses, as well as major development efforts for innovative digital imaging products for
government and space applications. It also includes infrared detectors, cameras and
optomechanical assemblies. The Aerospace and Defense Electronics segment provides
sophisticated electronic components and subsystems and communications products, including
defense electronics, data acquisition and communications equipment for air transport and
business aircraft and components and subsystems for wireless and satellite communications, as
well as general aviation batteries. The Engineered Systems segment provides innovative systems
engineering and integration, advanced technology application, software development and
manufacturing solutions to space, military, environmental, energy, chemical, biological and
nuclear systems and missile defense requirements. The Engineered Systems segment also designs
and manufactures hydrogen generators, thermoelectric and fuel-cell based power sources and
small turbine engines.

Segment operating profit includes other income and expense directly related to the segment, but
excludes minority interest, interest income and expense, gains and losses on the disposition of
assets, sublease rental income and non-revenue licensing and royalty income, domestic and
foreign income taxes and corporate office expenses.

The following table presents Teledyne Technologies interim industry segment disclosures for
net sales and operating profit including other segment income. The table also provides a
reconciliation of segment operating profit and other segment income to total net income
attributable to common stockholders (amounts in millions):

First

First

Quarter

Quarter

%

2011

2010

Change

Net sales:

Instrumentation

$

157.9

$

134.4

17.5

%

Digital Imaging

66.2

29.8

122.1

%

Aerospace and Defense Electronics

166.9

149.9

11.3

%

Engineered Systems

77.1

90.8

(15.1

)%

Total net sales

$

468.1

$

404.9

15.6

%

Operating profit and other segment income:

Instrumentation

$

32.0

$

22.7

41.0

%

Digital Imaging

3.9

2.2

77.3

%

Aerospace and Defense Electronics

21.6

15.6

38.5

%

Engineered Systems

6.6

6.9

(4.3

)%

Segment operating profit and other
segment income

$

64.1

$

47.4

35.2

%

Corporate expense

(9.4

)

(7.4

)

27.0

%

Other income (expense), net

(0.3

)

0.7

*

Interest expense, net

(4.4

)

(1.0

)

*

Income from continuing operations before income
taxes

50.0

39.7

25.9

%

Provision for income taxes

17.5

14.7

19.0

%

Net income from continuing operations

32.5

25.0

30.0

%

Loss from discontinued operations, net of
income taxes

(0.5

)



*

Net income attributable to Teledyne Technologies

$

32.0

$

25.0

28.0

%

*

percentage change not meaningful

As a
result of the acquisition of DALSA, total assets of the Digital
Imaging segment increased by approximately $428.4 million at April 3,
2011.

This Instrumentation segment includes two product lines: Environmental Instrumentation; and
Marine Instrumentation. The Digital Imaging segment contains one product line as does the
Aerospace and Defense Electronics segment. This Engineered Systems segment includes three product
lines: Engineered Products and Services; Turbine Engines; and Energy Systems.

The tables below provide a summary of the sales by product line for the Instrumentation
segment and the Engineered Systems segment (in millions):

In December 2010, we entered into an agreement to sell our general aviation piston engines
businesses, which comprised the former Aerospace Engines and Components segment, to Technify Motor
(USA) Inc., a subsidiary of China-based AVIC International Holding Corporation, for $186.0 million
in cash, prior to customary working capital adjustments. We have restated prior year financial data
to classify this segment as a discontinued operation. The sale closed on April 19, 2011.

The operating assets and liabilities of Aerospace Engines and Components segment have been
reclassified as assets and liabilities of discontinued operations and are included in current
assets and current liabilities on the balance sheet. The
following is a summary of the assets and liabilities for the discontinued operation (in millions):

April 3, 2011

January 2, 2011

Accounts receivable, net

$

15.3

$

13.8

Inventories, net

19.3

17.2

Other current assets

6.8

7.5

Property, plant and equipment,

18.5

18.6

Goodwill, net

0.9

0.9

Other long-term assets

18.1

17.1

Total Assets

$

78.9

$

75.1

Accounts payable

$

6.8

$

6.8

Accrued liabilities

6.1

6.3

Other long-term liabilities, including aircraft
product liabilities

49.3

48.2

Total Liabilities

$

62.2

$

61.3

Sales for this discontinued segment were $33.4 million and $34.3 million for the first
quarter of 2011 and 2010, respectively. The operating results were a net loss of $0.5 million in
the first quarter of 2011 and breakeven for the first quarter of 2010. The operating results
included an income tax benefit of $0.3 million in the first quarter of 2011.

Note 16. Subsequent Event

On April 19, 2011, Teledyne Technologies completed the sale of its piston engines businesses,
consisting of the capital stock of Teledyne Continental Motors, Inc. and Teledyne Mattituck
Services, Inc., for $186.0 million in cash, prior to customary working capital adjustments.

On April 19, 2011, Teledyne made a $32.0 million cash contribution to the domestic qualified
pension plan.

Managements Discussion and Analysis of Financial Condition and Results of Operations

Strategy/Overview

Our strategy continues to emphasize growth in our core markets of instrumentation, digital imaging,
aerospace and defense electronics and government engineered systems. Our core markets are
characterized by high barriers to entry and include specialized products and services not likely to
be commoditized. We intend to strengthen and expand our core businesses with targeted acquisitions.
We aggressively pursue operational excellence to continually improve our margins and earnings. At
Teledyne, operational excellence includes the rapid integration of the businesses we acquire. Over
time, our goal is to create a set of businesses that are truly superior in their niches. We
continue to evaluate our businesses to ensure that they are aligned with our strategy.

Consistent with this strategy, we made two acquisitions and acquired a minority interest investment
in the first quarter of 2011 and made three acquisitions and acquired a minority interest
investment in 2010. In December 2010, we entered into an agreement to sell our general aviation
piston engines businesses, which comprised the former Aerospace
Engines and Components segment for $186.0 million in cash, prior to
customary working capital adjustments.
Accordingly, our consolidated financial statements have been restated to classify the Aerospace
Engines and Components segment as a discontinued operation. The sale closed on April 19, 2011.

In addition, in the fourth quarter of 2010, we realigned and changed the reporting structure of
some of our businesses. Our former Electronics and Communications segment is now reported as three
separate segments, Instrumentation, Digital Imaging and Aerospace and Defense Electronics. The
businesses that comprised the Energy and Power Systems segment are now reported as part of the
Aerospace and Defense Electronics and the Engineered Systems segments. The battery products
business, with revenues of $15.5 million in 2010, is now part of the Aerospace and Defense
Electronics segment, and the energy systems and the turbine engine businesses, with combined
revenues of $53.9 million in 2010, are now part of the Engineered Systems segment. We have
restated our previously reported segment data to reflect this revised segment reporting structure.

In early 2011, we completed the acquisition
of DALSA Corporation (DALSA). DALSA, a Canadian-based
company, is a designer and manufacturer of digital imaging products as well as semiconductor wafers
and components. Among other things, our combined digital imaging technologies should allow us to
develop new infrared and visible light products for our respective markets and customers. With the
recently completed acquisition of DALSA and the divestiture of our general aviation piston engines
businesses, we have transformed into an electronics, digital imaging, instrumentation and
engineering focused company.

The DALSA and Optimum acquisitions are part of the Digital Imaging segment. The Gavia
acquisition is part of the Instrumentation segment. Intelek is part of the Aerospace and
Defense Electronics segment, except for the CML division of Intelek which is part of the
Engineered Systems segment.

2)

The purchase price represents the contractual consideration for the acquired business, net
of cash acquired, including certain acquisition transaction costs.

3)

On March 31, 2011, we acquired a 19% interest in Optech Incorporated (Optech) for $18.9
million in cash. Optech is a laser-based survey and digital imaging company. In March 2010,
we acquired a 16.3% interest in Optical Alchemy, Inc. (Optical Alchemy), a designer and
manufacturer of ultra-light electro optical gimbal system for $4.5 million.

Teledyne Technologies funded the purchases primarily from borrowings under its credit facility
and cash on hand.

Results of Operations

First quarter of 2011 compared with the first quarter of 2010

Our first quarter 2011 sales were $468.1 million, compared with sales of $404.9 million for the
same period of 2010, an increase of 15.6%. Net income attributable to Teledyne Technologies was
$32.0 million ($0.86 per diluted share) for the first quarter of 2011, compared with $25.0 million
($0.68 per diluted share) for 2010, an
increase of 28.0%. Net income attributable to Teledyne Technologies excluding discontinued
operations was $32.5 million ($0.87 per diluted share) for 2011, compared with $25.0 million ($0.68
per diluted share) for 2010, an increase of 30.0%.

The first quarter of 2011, compared with the same period in 2010, reflected higher sales in each
business segment except for the Engineered Systems segment. Incremental revenue in the first
quarter of 2011 from recent acquisitions was $47.6 million.

The increase in earnings for the first quarter of 2011, compared with the same period of 2010,
reflected improved results in each operating segment except the Engineered Systems segment. The
increase in earnings reflected the

impact of acquisitions as well as improved margins in each
operating segment. The incremental operating profit included in the results for the first quarter
of 2011 from recent acquisitions was $2.1 million and included charges of $2.0 million, related to
acquisition activity, as well as, $1.6 million in acquired intangible asset amortization from the
DALSA acquisition.

The first quarter of 2011 included pension expense of $2.8 million, compared with pension expense
of $1.2 million in the first quarter of 2010. Pension expense allocated to contracts pursuant to
U.S. Government Cost Accounting Standards (CAS) was $3.0 million in the first quarter of 2011,
compared with pension expense of $2.4 million in the first quarter of 2010. The increase in 2011
pension expense reflects the impact of a reduction in the discount rate used to calculate pension
liabilities from 6.25% for 2010 to 5.9% for 2011, partially offset by favorable returns on pension
assets in 2010.

In the first quarter of 2011 and 2010, we recorded a total of $1.4 million and $1.3 million,
respectively, in stock option compensation expense. Employee stock option grants are expensed
evenly over the three year vesting period.

Cost of sales in total dollars was higher in the first quarter of 2011, compared with the first
quarter of 2010, which reflected the impact of higher sales. Cost of sales as a percentage of
sales for the first quarter of 2011 decreased to 66.9% from 71.1% for the first quarter of 2010 and
reflected the impact of the DALSA cost structure which has a lower cost of sales percentage than
the overall Teledyne cost of sales percentage. In addition, the lower cost of sales percentage
reflects the benefit of the increase in sales while certain fixed costs remained flat.

Selling, general and administrative expenses, including research and development and bid and
proposal expense, in total dollars were higher in the first quarter of 2011, compared with the
first quarter of 2010, and reflected the impact of higher sales, higher acquired intangible asset
amortization and higher research and development costs. Selling, general and administrative
expenses for the first quarter of 2011, as a percentage of sales, increased to 21.4%, compared with
19.0% in the first quarter of 2010 and also reflected the impact of the DALSA cost structure which
has a higher selling, general and administrative expense percentage than the overall Teledyne
selling, general and administrative expense percentage.

Interest expense, net of interest income, was $4.4 million in the first quarter of 2011, compared
with $1.0 million for the first quarter of 2010. The increase in interest expense primarily
reflected the impact of higher outstanding debt levels and higher overall average interest rates
from our new credit facility and our senior notes.

The Companys effective income tax rate for the first quarter of 2011 was 35.0% compared with 37.0%
for the first quarter of 2010. The decrease primarily reflected a change in the proportion of
domestic income and international income.

Noncontrolling interest in subsidiaries earnings in both the first quarter of 2011 and 2010
reflected the minority ownership interest in Teledyne Energy Systems, Inc. and was less than $0.1
million for both periods.

The following table sets forth the sales and operating profit for each segment (amounts in
millions):

First

First

Quarter

Quarter

%

2011

2010

Change

Net sales:

Instrumentation

$

157.9

$

134.4

17.5

%

Digital Imaging

66.2

29.8

122.1

%

Aerospace and Defense Electronics

166.9

149.9

11.3

%

Engineered Systems

77.1

90.8

(15.1

)%

Total net sales

$

468.1

$

404.9

15.6

%

Operating profit and other segment income:

Instrumentation

$

32.0

$

22.7

41.0

%

Digital Imaging

3.9

2.2

77.3

%

Aerospace and Defense Electronics

21.6

15.6

38.5

%

Engineered Systems

6.6

6.9

(4.3

)%

Segment operating profit and other
segment income

$

64.1

$

47.4

35.2

%

Corporate expense

(9.4

)

(7.4

)

27.0

%

Other income (expense), net

(0.3

)

0.7

*

Interest expense, net

(4.4

)

(1.0

)

*

Income from continuing operations before income taxes

50.0

39.7

25.9

%

Provision for income taxes

17.5

14.7

19.0

%

Net income from continuing operations

32.5

25.0

30.0

%

Loss from discontinued operations, net of
income taxes

(0.5

)



*

Net income attributable to Teledyne Technologies

$

32.0

$

25.0

28.0

%

*

percentage change not meaningful

Instrumentation

The Instrumentation segments first quarter 2011 sales were $157.9 million, compared with $134.4
million in the first quarter of 2010, an increase of 17.5%. First quarter 2011 operating profit
was $32.0 million, compared with operating profit of $22.7 million in the first quarter of 2010, an
increase of 41.0%.

The first quarter 2011 sales change resulted primarily from higher sales of marine and
environmental instrumentation products. The higher sales of $18.5 million for marine
instrumentation included improved sales of geophysical sensors for the energy exploration market,
as well as increased sales of marine interconnect systems. The higher sales of $5.0 million for
environmental instrumentation reflected improved sales for most product offerings. The increase in
operating profit reflected the impact of higher sales and ongoing cost reductions and product mix
differences.

Digital Imaging

The Digital Imaging segments first quarter 2011 sales were $66.2 million, compared with $29.8
million in the first quarter of 2010, an increase of 122.1%. Operating profit was $3.9 million for
the first quarter of 2011, compared with operating profit of $2.2 million in the first quarter of
2010, an increase of 77.3%.

The 2011 sales increase included $32.4 million in revenue from the February 12, 2011 acquisition of
DALSA and $1.5 million in revenue from the June 7, 2010 acquisition of Optimum, as well as higher
organic sales. The increase in operating profit reflected the impact of higher sales and
incremental operating profit from recent
acquisitions of $2.1 million. The incremental operating profit of $2.1 million from recent
acquisitions for the first

quarter of 2011 included $2.0 million in acquisition expenses, as well
as, $1.6 million in acquired intangible asset amortization from the DALSA acquisition.

Aerospace and Defense Electronics

The Aerospace and Defense Electronics segments first quarter 2011 sales were $166.9 million,
compared with $149.9 million in the first quarter of 2010, an increase of 11.3%. Operating profit
was $21.6 million for the first quarter of 2011, compared with operating profit of $15.6 million in
the first quarter of 2010, an increase of 38.5%

The 2011 sales increase resulted from $14.0 million of higher sales of microwave devices and
interconnects, as well as increased sales of $8.4 million from avionic products and electronic
relays, partially offset by a reduction of $5.4 million in sales of electronic manufacturing
services. The increased sales of microwave devices and interconnects included sales of $9.9
million from the Paradise Datacom and Labtech divisions of Intelek acquired in July 2010. The
increase in operating profit reflected the impact of higher sales, incremental operating profit
from recent acquisitions of $0.2 million, cost reductions and product mix.

Engineered Systems

The Engineered Systems segments first quarter 2011 sales were $77.1 million, compared with $90.8
million in the first quarter of 2010, a decrease of 15.1%. Operating profit was $6.6 million for
the first quarter 2011, compared with operating profit of $6.9 million in the first quarter of
2010, a decrease of 4.3%.

The first quarter 2011 sales decrease reflected lower sales of $12.7 million from engineered
products and services, including lower sales for space and defense programs partially offset by
$3.5 million in sales from the July 2010 acquisition of the CML division of Intelek, as well as
lower energy systems sales of $2.9 million, partially offset by higher sales of $1.9 million of
turbine engines resulting from increased sales for the Joint Air-to-Surface Standoff Missile
(JASSM) program. Operating profit in the first quarter of 2011 reflected the impact of lower
sales and higher pension expense, partially offset by the impact of higher margins for engineered
products and services and turbine engines. Operating profit included pension expense of $1.3
million in the first quarter of 2011, compared with $0.4 million in the first quarter of 2010.
Pension expense allocated to contracts pursuant to U.S. Government Cost Accounting Standards
(CAS) was $2.2 million in the first quarter of 2011, compared with $1.8 million in the first
quarter of 2010. Pension expense determined allowable under CAS can generally be recovered through
the pricing of products and services sold to the U.S. Government.

Financial Condition, Liquidity and Capital Resources

Our net cash provided by operating activities from continuing operations was $6.6 million for the
first three months of 2011, compared with net cash provided by operating activities from continuing
operations of $4.5 million for the same period of 2010. The higher cash provided by operating
activities from continuing operations in the first quarter of 2011 reflected the impact of higher
net income, the inclusion of cash flow from acquisitions and the timing of accounts receivable
receipts, partially offset by a $37.0 million contribution to the domestic qualified pension plan
in the first quarter of 2011, compared with no contribution to the domestic qualified pension plan
for the first quarter of 2010.

Our net cash used in investing activities from continuing operations was $370.0 million for the
first three months of 2011, compared with cash used in investing activities from continuing
operations of $9.4 million for the first three months of 2010. The 2011 amount includes the
acquisitions of DALSA and Nova Sensors and also the 19% investment in Optech accounted for under
the cost basis method. The 2010 amount includes purchase of a 16.3% minority interest in Optical
Alchemy, Inc. accounted for under the cost basis method.

We funded the purchases primarily from borrowings under our credit facility and cash on hand.

Capital expenditures for the first three months of 2011 and 2010 were $6.5 million and $4.9
million, respectively.

Our goodwill was $723.0 million at April 3, 2011 and $546.3 million at January 2, 2011. The
increase in the balance of goodwill in 2011 primarily resulted from the acquisition of DALSA.
Teledyne Technologies net
acquired intangible assets were $204.8 million at April 3, 2011 and $113.9 million at January 2,
2011. The increase in the balance of acquired intangible assets in 2011 primarily resulted from the
acquisition of DALSA.

Financing activities provided cash of $321.6 million for the first three months of 2011, compared
with cash provided by financing activities of $11.1 million for the first three months of 2010.
Cash provided by financing activities for the first three months of 2011 included net borrowings of
$313.2 million primarily to fund the DALSA acquisition and for the pension contribution. Cash
provided by financing activities for the first three months of 2010 included net borrowings of $9.7
million. Proceeds from the exercise of stock options were $5.7 million and $1.0 million for the
first three months of 2011 and 2010, respectively. The first three months of 2011 and 2010,
included $2.7 million and $0.4 million, respectively, in excess tax benefits related to stock
option exercises.

Working capital was $321.9 million at April 3, 2011, compared with $306.8 million at January 2,
2011.

We made a voluntary $37.0 million cash contribution in the first quarter of 2011 to the domestic
qualified pension plan. No pension contributions were made in the first quarter of 2010. We made
an additional $32.0 million cash contribution to the domestic qualified pension plan in the second
quarter of 2011. No additional cash contributions are planned for 2011.

Our principal cash and capital requirements are to fund working capital needs, capital
expenditures, pension contributions and debt service requirements, as well as acquisitions. It is
anticipated that operating cash flow, together with available borrowings under the credit facility
described below, will be sufficient to meet these requirements over the next twelve months. To
support acquisitions, we may need to raise additional capital. We currently expect capital
expenditures to be in the range of $50.0 million to $55.0 million in 2011, of which $6.5 million
has been spent in the first three months of 2011.

On February 25, 2011, Teledyne refinanced the then existing $590.0 million credit facility by
terminating the facility and entering into a new facility that has lender commitments totaling
$550.0 million. The new facility has a termination date of February 25, 2016. Excluding interest
and fees, no payments are due under the $550.0 million facility until it matures. Borrowings under
our credit facility are at variable rates which are, at our option, tied to a Eurocurrency rate
equal to LIBOR (London Interbank Offered Rate) plus an applicable rate or a base rate as defined in
our credit agreement. Eurocurrency rate loans may be denominated in U.S. dollars or an alternative
currency as defined in the agreement. Eurocurrency or LIBOR based loans under the facility
typically have terms of one, two, three or six months and the interest rate for each such loan is
subject to change if the loan is continued or converted following the applicable maturity date.
Base rate loans have interest rates that primarily fluctuate with changes in the prime rate.
Interest rates are also subject to change based on our consolidated leverage ratio as defined in
the credit agreement. The credit agreement also provides for facility fees that vary between 0.20%
and 0.45% of the credit line, depending on our consolidated leverage ratio as calculated from time
to time.

At April 3, 2011, Teledyne Technologies had $313.5 million drawn on available credit lines,
including $310.5 million drawn under its $550.0 million credit facility. Available borrowing
capacity under the $550.0 million credit facility, which is reduced by borrowings and outstanding
letters of credit, was $227.4 million at April 3, 2011. The credit agreement requires the Company
to comply with various financial and operating covenants and at April 3, 2011 the Company was in
compliance with these covenants. As of April 3, 2011 the Company had a significant amount of
margin between required financial covenant ratios and our actual ratios. At April 3, 2011 the
required financial covenant ratios and the actual ratios were as follows:

In the first and second quarters of 2010, Teledyne entered into cash flow hedges of forecasted
interest payments associated with the then anticipated issuance of fixed rate debt. The objective
of these cash flow hedges was to protect against the risk of changes in the interest payments
attributable to changes in the designated benchmark, which is the LIBOR interest rate leading up to
the fixed rate on the anticipated issuance of fixed rate debt being locked. The notional amount of
the debt hedged was $150.0 million. In the second quarter of 2010, concurrent with the interest
rates being determined on the fixed rate debt, Teledyne terminated the cash flow hedges for a total
payment of $0.6 million. Since the cash flow hedges were considered effective, changes in the fair
value of the hedge contract as of the termination date were deferred in accumulated other
comprehensive loss. Amounts deferred in accumulated other comprehensive loss will be reclassified
to interest expense over the same period of time that interest expense is recognized on the
borrowings beginning September 15, 2010. As of April 3, 2011, the remaining unamortized loss of
$0.6 million was included in accumulated other comprehensive income.

In February 2011 we began utilizing foreign currency forward contracts to reduce the volatility of
cash flows primarily related to forecasted revenue and expenses denominated in Canadian dollars.
These foreign forward currency contracts are designated and qualify as cash flow hedges. During
the current reporting period, all forecasted transactions occurred and, therefore, there were no
such gains or losses reclassified into interest and other income and expense. As of April 3, 2011
we had foreign currency forward contracts totaling $47.3 million and these contracts had a fair
value of $0.3 million on that date. These foreign currency forward contracts have maturities
ranging from April 2011 to February 2012. The effect of the gains and losses from our foreign
currency forward contracts in our income statement for the three months ended April 3, 2011 was
immaterial.

Teledyne also has a $5.0 million uncommitted credit line which permits credit extensions up to $5.0
million plus an incremental $2.0 million solely for standby letters of credit. There were $3.0
million of borrowings under this credit line at April 3, 2011. There were no outstanding funding
advances at January 2, 2011. This credit line is utilized, as needed, for periodic cash needs.

Total debt at April 3, 2011, includes $310.5 million outstanding under the $550.0 million credit
facility, $3.0 million outstanding under the $5.0 million uncommitted line and $250.0 in senior
notes. The Company also has $16.7 million in capital leases, of which $1.6 million is current. At
April 3, 2011, Teledyne Technologies had $12.1 million in outstanding letters of credit.
Subsequent to April 3, 2011, principally with the proceeds from the sale of its piston engines
businesses, the Company reduced the amount outstanding under its credit facility.

Our liquidity is not dependent upon the use of off-balance sheet financial arrangements. We have
no off-balance sheet financing arrangements that incorporate the use of special purpose entities or
unconsolidated entities.

Our critical accounting policies are those that are reflective of significant judgments and
uncertainties, and may potentially result in materially different results under different
assumptions and conditions. Our critical accounting policies are the following: revenue
recognition; accounting for pension plans; accounting for business combinations, goodwill and other
long-lived assets; and accounting for income taxes. For additional discussion of the application
of these and other accounting policies, see Managements Discussion and Analysis of Financial
Condition and Results of Operations  Critical Accounting Policies and Note 2 of the Notes to
Consolidated Financial Statements included in Teledyne Technologies Annual Report on Form 10-K for
the fiscal year ended January 2, 2011 (2010 Form 10-K).

From time to time we make, and this report contains, forward looking statements, as defined in the
Private Securities Litigation Reform Act of 1995, directly and indirectly relating to growth
opportunities. All statements made in this Managements
Discussion and Analysis of Financial Condition and Results of
Operations that are not historical in nature should
be considered forward-looking. Actual results could differ materially from these forward-looking
statements. Many factors could change the anticipated results: including disruptions in the global
economy; changes in the insurance and credit markets; changes in demand for products sold to the
defense electronics, instrumentation, digital imaging, energy exploration and production,
commercial aviation, semiconductor and communications markets; funding, continuation and award of
government programs; continued liquidity of our suppliers and customers (including commercial and
aviation customers); availability of credit to our suppliers and customers; and a potential
decrease in offshore oil production and exploration activity due to April 2010 oil spill in the
Gulf of Mexico and changes in demand for products sold to or through Japan as a result of the
recent earthquake and related events. Increasing fuel costs could negatively affect the markets of
our commercial aviation businesses. Lower oil and natural gas prices, as well as instability in
the Middle East or other oil producing regions, could negatively affect our businesses that supply
the oil and gas industry. In addition, financial market fluctuations affect the value of the
Companys pension assets.

Global responses to terrorism and other perceived threats increase uncertainties associated with
forward-looking statements about our businesses. Various responses to terrorism and perceived
threats could realign government programs, and affect the composition, funding or timing of our
programs. Changes in the policies of U.S. and foreign governments could result, over time, in
reductions and realignment in defense or other government spending and further changes in programs
in which the company participates, including anticipated reductions in the Companys missile
defense engineering services and NASA programs.

We continue to take action to assure compliance with the internal controls, disclosure controls and
other requirements of the Sarbanes-Oxley Act of 2002. While we believe our control systems are
effective, there are inherent limitations in all control systems, and misstatements due to error or
fraud may occur and not be detected.

While our growth strategy includes possible acquisitions, we cannot provide any assurance as to
when, if or on what terms any acquisitions will be made. Acquisitions involve various inherent
risks, such as, among others, our ability to integrate acquired businesses and to achieve
identified financial and operating synergies. There are additional risks associated with
acquiring, owning and operating businesses outside of the United States, including those arising
from U.S. and foreign government policy changes or actions and exchange rate fluctuations.

Anticipated benefits of the DALSA acquisition are subject to numerous risks and
uncertainties, including Teledynes ability to integrate the acquired operations, retain customers
and achieve operating synergies, the ability of DALSA to develop and market new products, the
operating results of DALSA being lower than anticipated, and unexpected acquisition-related costs
and expenses.

With the
completed acquisition of DALSA and now the recent completion of the divestiture of our
piston engines businesses, the Companys risk profile has changed, and may differ materially from
prior years.

Additional information concerning factors that could cause actual results to differ materially from
those projected in the forward-looking statements is contained in Teledyne Technologies periodic
filings with the Securities and Exchange Commission, including its 2010 Form 10-K and this Form
10-Q. We assume no duty to update forward-looking statements.

Except as set forth below, there were no material changes to the information provided under Item
7A, Quantitative and Qualitative Disclosure About Market Risk included in our 2010 Annual Report
on Form 10-K.

Market Risk

We are exposed to various market risks, including changes in foreign currency exchange rates, and
interest rates. Foreign currency forward contracts are used primarily to hedge anticipated
exposures. We do not enter into derivatives or other financial instruments for trading or
speculative purposes.

Foreign Currency Exchange Rate Risk

Notwithstanding our efforts to mitigate portions of our foreign currency exchange rate risks, there
can be no assurance that our hedging activities will adequately protect us against the risks
associated with foreign currency fluctuations. A hypothetical 10 percent appreciation of the U.S.
dollar from its value at April 3, 2011 would decrease the fair value of our foreign currency
forward contracts associated with our cash flow hedging activities by
$4.7 million. A hypothetical
10 percent depreciation of the U.S. dollar from its value at April 3, 2011 would increase the fair
value of our foreign currency forward contracts associated with our cash flow hedging activities by
$4.7 million. For additional information please see Risk Management discussed in Note 4 to these
condensed consolidated financial statements.

Interest Rate Exposure

We are exposed to market risk through the interest rate on our borrowings under our $550.0 million
credit facility. Borrowings under our credit facility are at variable rates which are, at our
option, tied to a Eurocurrency rate equal to LIBOR (London Interbank Offered Rate) plus an
applicable rate or a base rate as defined in our credit agreement. Eurocurrency rate loans may be
denominated in U.S. dollars or an alternative currency as defined in the agreement. Eurocurrency
or LIBOR based loans under the facility typically have terms of one, two, three or six months and
the interest rate for each such loan is subject to change if the loan is continued or converted
following the applicable maturity date. Base rate loans have interest rates that primarily
fluctuate with changes in the prime rate. Interest rates are also subject to change based on our
consolidated leverage ratio as defined in the credit agreement. As of April 3, 2011, we had $310.5
million in outstanding indebtedness under our credit facility. A 100 basis point increase in
interest rates would result in an increase in annual interest expense of approximately $3.1
million, assuming the $310.5 million in debt was outstanding for the full year.

Item 4.

Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be
disclosed in reports that we file or submit under the Securities Exchange Act of 1934, are
recorded, processed, summarized and reported within the time periods specified in the rules and
forms of the Securities and Exchange Commission and to provide reasonable assurance that
information required to be disclosed by us in such reports is accumulated and communicated to the
Companys management, including its principal executive officer and principal financial officer, as
appropriate to allow timely decisions regarding required disclosure. Our Chairman, President and
Chief Executive Officer and our Senior Vice President and Chief Financial Officer, with the
participation and assistance of other members of management, have reviewed the effectiveness of our
disclosure controls and procedures and have concluded that the disclosure controls and procedures,
as of April 3, 2011, are effective.

In connection with our evaluation during the quarterly period ended April 3, 2011, we have made no
change in our internal controls over financial reporting that have materially affected or are
reasonably likely to materially affect our internal controls over financial reporting. There also
were no significant deficiencies or material weaknesses identified for which corrective action
needed to be taken.

There are no material changes to the risk factors previously disclosed in our 2010 Annual Report on
Form 10-K in response to Item 1A to Part 1 of Form 10-K, except as disclosed in Item 3 Quantitative
and Qualitative Disclosures About Market Risk under Interest Rate Exposure.

Also, as
anticipated in the 2010 Form 10-K, with the completed
acquisition of DALSA and now the recent completion of the divestiture
of our piston engine businesses, the Companys risk profile has
changed, and may differ materially from prior years.

Item 6.

Exhibits

(a) Exhibits

Exhibit 31.1

302 Certification  Robert Mehrabian

Exhibit 31.2

302 Certification  Dale A. Schnittjer

Exhibit 32.1

906 Certification  Robert Mehrabian

Exhibit 32.2

906 Certification  Dale A. Schnittjer

Exhibit 101

The following materials from the Companys Quarterly Report on Form 10-Q for the
quarter ended April 3, 2011 formatted in Extensible Business Reporting Language
(XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated
Statements of Operations, (iii) the Condensed Consolidated Statements of Shareholders
Equity, (iv) the Condensed Consolidated Statements of Cash Flows and (v) related
notes, tagged as blocks of text

The following materials from the Companys Quarterly Report on Form 10-Q for the
quarter ended April 3, 2011 formatted in Extensible Business Reporting Language
(XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated
Statements of Operations, (iii) the Condensed Consolidated Statements of Shareholders
Equity, (iv) the Condensed Consolidated Statements of Cash Flows and (v) related
notes, tagged as blocks of text

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